8-KFinancial EventsExhibits & Filings

PFIZER INC 8-K Report, Financial Obligation (Jun 3, 2009)

Filed June 3, 2009For Securities:PFE

Summary

Pfizer Inc. (PFE) filed an 8-K report on June 3, 2009, announcing the successful closing of a significant debt offering. The company issued a substantial aggregate amount in Euros (€5,850,000,000) and Pounds Sterling (£1,500,000,000) across four tranches of senior unsecured notes with varying maturities and interest rates. These notes were offered in a private placement outside the United States under Regulation S. The primary purpose for these proceeds is to fund general corporate activities, with a specific mention of supporting the pending acquisition of Wyeth and the refinancing of existing debt. This debt issuance signifies a strategic move by Pfizer to secure substantial capital for key strategic initiatives and operational flexibility, while adhering to customary covenants related to secured debt and sale-leaseback transactions.

Key Highlights

  • 1Pfizer Inc. completed a large debt offering totaling approximately €5.85 billion and £1.5 billion on June 3, 2009.
  • 2The offering consisted of four series of senior unsecured notes: 3.625% Notes due 2013 (€1.85B), 4.750% Notes due 2016 (€2B), 5.750% Notes due 2021 (€2B), and 6.500% Notes due 2038 (£1.5B).
  • 3The notes were issued via a private placement under Regulation S, meaning they were offered to persons outside the United States and are not registered under the U.S. Securities Act.
  • 4Proceeds from the offering are earmarked for general corporate purposes, including funding a portion of the Wyeth acquisition and refinancing existing debt.
  • 5The notes are senior unsecured obligations, ranking equally with other unsecured and unsubordinated debt of Pfizer.
  • 6The issuance includes customary covenants limiting the company's ability to incur secured debt and enter into sale-leaseback transactions.
  • 7Under certain conditions, Pfizer subsidiaries may be required to provide full and unconditional guarantees for the notes.

Frequently Asked Questions

Pfizer issued a total of €5,850,000,000 (comprising €1.85B in 2013 Notes, €2B in 2016 Notes, and €2B in 2021 Notes) and £1,500,000,000 in 6.500% Notes due 2038.

The net proceeds are intended for general corporate purposes, specifically to fund a portion of the pending acquisition of Wyeth and to refinance existing debt.

No, these notes were offered in a private placement to persons outside the United States pursuant to Regulation S under the Securities Act of 1933. They have not been registered under the U.S. Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.

The notes are senior unsecured general obligations of Pfizer Inc. They rank equally with all other senior unsecured and unsubordinated indebtedness of the company currently outstanding. The issuance is governed by an indenture with specific covenants.